SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
ADVANCED DEPOSITION TECHNOLOGIES, INC.
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(NAME OF ISSUER)
ADVANCED DEPOSITION TECHNOLOGIES, INC.
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(NAME OF PERSON(S) FILING STATEMENT)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
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(TITLE OF CLASS OF SECURITIES)
007521-115
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(CUSIP NUMBER OF CLASS OF SECURITIES)
GLENN J. WALTERS, PRESIDENT
ADVANCED DEPOSITION TECHNOLOGIES, INC.
580 MYLES STANDISH BOULEVARD
TAUNTON, MASSACHUSETTS 02780
(508) 823-0707
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
MAY 13, 1996
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(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
Calculation of Filing Fee
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Transaction valuation* - $1,581,250 Amount of filing fee - $316.25
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*Calculated pursuant to Rule 0-11 based on the average of the high and low
prices for a Warrant of $1.375 as reported by NASDAQ on May 7, 1996 multiplied
by the 1,150,000 Warrants outstanding.
[X] Check box if any part of this fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of the filing.
Amount previously paid: $316.25
Form or Registration Number: Schedule 13E-; file no. 5 - 45847
Filing Party: Advanced Deposition Technologies, Inc.
Date of Filing: May 13, 1996
Date of Current Filing: May 31, 1996
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
NOTE: This Amendment No. 1 to Schedule 13E-4 omits statement previously
disclosed in the Schedule 13E-4 filed by Advanced Deposition
Technologies, Inc. with the Securities and Exchange Commission on May
13, 1996.
ITEM 1. SECURITY AND ISSUER
(a) Advanced Deposition Technologies, Inc.
580 Myles Standish Boulevard
Taunton, Massachusetts 02780
(b) As of May 7, 1996, 1,150,000 Redeemable Common Stock Purchase Warrants
(the "IPO Warrants") were outstanding. For the period from May 13, 1996
through June 12, 1996 (the "Tender Period"), the Company will reduce
the number of IPO Warrants required to purchase one (1) share of Common
Stock, $.01 par value per share (the "Common Stock"), from two IPO
Warrants to one IPO Warrant. Persons who tender their IPO Warrants
during the Tender Period may withdraw such IPO Warrants at anytime
prior to the termination of the Tender Period. Following the Tender
Period, two IPO Warrants will once again be required to purchase one
share of Common Stock. Also during the Tender Period, any holder who
exercises one IPO Warrant will receive one (1) Class B Warrant,
exercisable for a period of two (2) years from the date the Tender
Period commences, subject to the effectiveness of an amendment (the
"Amendment") to the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock of the Company. The
Company's Board of Directors may extend the Tender Period.
In order to become effective, the Amendment must be approved by holders
of two thirds of the Company's issued and outstanding shares of Common
Stock, as to which no assurance can be given. If the Amendment becomes
effective, each Class B Warrant would enable the holder to purchase one
share of Common Stock at $5.00 per share.
To the Company's knowledge, none of its directors, officers or
affiliates own any IPO Warrants, other than Glenn J. Walters, its Chief
Executive Officer, President and a Director, who owns 20,000 IPO
Warrants.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE
The purpose of the tender offer is to encourage holders to exercise the
IPO Warrants. All IPO Warrants that are tendered through the exercise of such
security will be cancelled.
Proceeds, if any, from exercises of the IPO Warrants would be used for
working capital and general corporate purposes. The Company may a portion of
such proceeds to repay its bank indebtedness, which currently consists of a
revolving line of credit facility that bears interest at 8.5% per annum and has
a outstanding balance of approximately $1,500,000, and a term note that bears
interest at 8.5% per annum and has an outstanding balance of approximately
$1,000,000. The revolving line of credit and term note became due on December
31, 1995. The bank has agreed to allow the Company until June 30, 1996 to
refinance this indebtedness. The Company may also use up to $1,000,000 of the
proceeds resulting from exercises of the IPO Warrants, if any, to pay Printpack
Enterprises, Inc. ("Printpack") under the terms of a settlement arrangement
under which Printpack would (i) relinquish its exclusive purchase rights for
certain of the Company's proprietary products, (ii) transfer to the Company
title to a high-speed vacuum metallizer, and (iii) return to the Company 297,610
shares of the Company's Common Stock. Under the terms of the settlement
arrangement, in addition to the $1,000,000 payment to Printpack, the Company
will grant Printpack options to purchase 200,000 shares of Common Stock at $4.00
per share and will release Printpack from any claims the Company may have under
the terms of a purchase agreement between the parties.
The classification of certain of the Company's obligation to its bank
and to Printpack as short term has created a working capital deficiency. This
condition raises substantial doubt as to the Company's ability to continue as a
going concern without additional financing, such as through this tender offer,
the proposed Replacement Financing, described below, or otherwise. The Company
has received a term sheet from a financial institution for the provision of debt
financing (the "Replacement Financing") which, based on the terms specified in
the term sheet received by the Company, would be sufficient to repay its
existing bank indebtedness and amounts owed to Printpack under the settlement
agreement. The consummation of the Replacement Financing is subject to
additional due diligence by the financial institution and no assurance can be
given that the terms of the Replacement Financing will not change or that the
financing arrangement will be consummated. If the Replacement Financing is not
consummated, and other financing, such as proceeds that may be received from the
tender offer, is not received by the Company, it would have a material adverse
effect on the Company's ability to continue its operations as presently
conducted.
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ITEM 8. ADDITIONAL INFORMATION
(e) The exercise of the IPO Warrants offered hereby involves a high degree
of risk, including risks associated with the Company's recent history
of losses; working capital deficit; need for additional financing;
intense competition; and expansion into new markets, among others. The
information presented under the section "Risk Factors" beginning on
page 5 of the Company's Prospectus dated May 13, 1996, a copy of which
was filed with the Securities and Exchange Commission on May 13, 1996
as an exhibit to the Schedule 13E-4, is incorporated herein by
reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ADVANCED DEPOSITION TECHNOLOGIES, INC.
Date: May 31, 1996 By:__________________________________
Glenn J. Walters
President
